Before completing this agreement, please read and initial Schedules “B” and “C”. These forms are referenced in the contract, so it is important to print or open the files while completing this agreement.

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The Training Services Agreement (this "Agreement") is made effective as of the date setout in Schedule "A" BETWEEN TRENDCRAFTERS, LLC the signee of this form (Thereafter referred to as "Consultant"

    1. TRENDCRAFTERS, LLC hereby retains the consultant to provide to TRENDCRAFTERS, LLC services (the “Services”) and to supply the work product (the “Deliverables”) described in the attached Schedule “A” as of the commencement date specified in Schedule “A”
    2. TRENDCRAFTERS, LLC shall have the right to terminate this Agreement immediately upon written notice, without prejudice to.
    3. TRENDCRAFTERS, LLC cannot subcontract or permit the subcontracting of any portion of the services or charge any subcontractor except under special circumstances upon agreement. In such situation, TRENDCRAFTERS, LLC shall ensure that the sub-contractor is bound by the terms and conditions substantially similar to those in this Agreement.

    1. For and in consideration of the services and deliverable furnished by the Consultant to TRENDCRAFTERS, LLC under this Agreement, the Consultant shall receive fees set out in Schedule "A". Invoices shall be submitted to the attention of Accounts Payable as set out in Schedule "A".
    2. Unless otherwise specified in Schedule "A", TRENDCRAFTERS, LLC shall not reimburse the Consultant for any computer technical skill/service training expenses or other disbursements incurred by the Consultant, which have not been included in the fees set out in Schedule "A".
    3. If any fees payable to the Consultant are subject to withholding taxes, TRENDCRAFTERS, LLC shall withhold and remit such amounts to the applicable taxing authority, unless the Consultant provides TRENDCRAFTERS, LLC with an exemption or waiver certificate. TRENDCRAFTERS, LLC will provide the Consultant with written confirmation of any such withholding and remittance upon written request from the Consultant.

    1. This Agreement shall terminate on the Termination Date set out in Schedule "A" unless terminated pursuant to Sections 3.2. and 3.3 below.
    2. Either party may terminate this Agreement (a) at any time for convenience upon fourteen (30) days' written notice to the other party; or (b) immediately upon written notice if the other party becomes insolvent, or is made the subject of bankruptcy, conservatorship, receivership or similar, or similar proceedings.
    3. TRENDCRAFTERS, LLC may also terminate this Agreement, without prejudice to TRENDCRAFTERS, LLC's rights hereunder:
      (a) in accordance with Section 1 of this Agreement;
      (b) immediately upon written notice, if
      (i) The consultant or any subcontractor, as applicable, fails to meet or maintain any security clearance requirements, or
      (ii) The consultant or any subcontractor, as applicable, breaches any provision of Schedules "B" or "C", as applicable, attached hereto; or
      (c) If the consultant breaches any provision of this Agreement other than Schedule "B" and "C" attached hereto, and fails to remedy such breach within five (5) business days following notice thereof.
    4. This Agreement shall not be renewed by its own terms, and any further rendition of services by the consultant beyond the Term of the Agreement shall require the execution of a new Agreement with a new purchase order number

    1. Should this Agreement terminate for any reason, TRENDCRAFTERS, LLC shall pay the consultant for all of the Services and Deliverables satisfactorily rendered and delivered by the consultant prior to termination and for all expenses reasonably and properly incurred by the consultant prior to termination, if payable hereunder. TRENDCRAFTERS, LLC shall have no further obligation to consultant for any costs, losses, or damages of any kind whatsoever as a result of such expiration or termination.
    2. In the event of termination by TRENDCRAFTERS, LLC for any reason other than convenience, or by the consultant for any reason, TRENDCRAFTERS, LLC may withhold any unpaid amounts due to the consultant under this Agreement, which amounts may be applied by TRENDCRAFTERS, LLC to indemnify it for any amounts owing by the consultant to TRENDCRAFTERS, LLC hereunder and any excess costs that TRENDCRAFTERS, LLC may incur to complete the Services or Deliverables. Any amounts so withheld that are not applied toward such indemnification shall be paid to the consultant with TRENDCRAFTERS, LLC , in its sole discretion, determines that it has been adequately indemnified.
    3. Upon termination of this Agreement, the consultant shall immediately return to TRENDCRAFTERS, LLC all records, files, lists, documents (including electronic material), equipment, software, intellectual property, and any other property belonging to TRENDCRAFTERS, LLC , unless otherwise directed by TRENDCRAFTERS, LLC in writing. The provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 15, 16, and Schedules “B” and “C” of this Agreement shall survive any termination of this Agreement.
      Notwithstanding anything to the contrary in this Agreement, the consultant may retain archival copies of information for which deletion of files or data is not feasible provided the consultant remains in compliance with the terms of schedule “B” for the duration of the retention.

    1. The Consultant hereby represents and warrants that:
      1. It has the authority and capacity to enter into this Agreement and it is not subject to any restrictive covenant or other legal obligation, which prohibit the consultant from performing the Services or supplying the Deliverables.
      2. None of the Services or Deliverables infringe the intellectual property rights of any other person and TRENDCRAFTERS, LLC shall have the right to use the Services and Deliverables without any restriction or obligation to any other person;
      3. Neither the consultant, the Representative, nor any other employee or agent of the Consultant has any relationship with any third party with whom TRENDCRAFTERS, LLC has contracted, including the vendor to whom TRENDCRAFTERS, LLC maybe subcontracting under or teaming with, which would cause such person to have a conflict of interest in relation to this Agreement or in respect of the Services; and

    2. The Consultant covenants to TRENDCRAFTERS that:
      1. It will perform the Services in a timely, professional and competent manner, with all due skill and care, and in accordance with applicable professional standards;
      2. The Deliverables will conform with the requirements and specifications set out in Schedule "A";
      3. It will maintain own business insurance, if consulting as an Independent Contractor or a Supplier to TRENDCRAFTERS, LLC ;
      4. It will meet and maintain any requisite government security screening requirements at its own cost as may be determined as necessary by TRENDCRAFTERS, LLC from time to time, will ensure that its employees and agents, including the Representative, to take all necessary steps to meet such requirements. These requirements may involve verification of personal data, education/professional qualifications, employment history and other similar checks;
      5. Should a conflict of interest arise as described in 5.1(c), the Consultant will immediately notify TRENDCRAFTERS, LLC ; and (i) in the event the individuals performing the Service do so in the US, such individuals shall have obtained all necessary permission to work in the US and shall have the right to work in US.

    3. The Consultant hereby represents and warrants that:
      1. The Consultant acknowledges TRENDCRAFTERS, LLC commitment to employment equity and diversity in the work place. TRENDCRAFTERS, LLC encourages the Consultant to consider the following groups who have been traditionally discriminated against in the work place: women, aboriginal people, people with disabilities and visible minorities.
        The Consultant agrees to work together with TRENDCRAFTERS, LLC to increase diversity in the work place when participating in TRENDCRAFTERS, LLC referral program.
      2. The Consultant also agrees to interact with TRENDCRAFTERS, LLC employees and third parties in a professional and respectful manner and shall not access any external websites through TRENDCRAFTERS, LLC ; and (b) will not use TRENDCRAFTERS, LLC or their devices, systems, or networks for any illegal or unauthorized purpose, including without limitation, any use which could disable, damage, overburden, or impair any TRENDCRAFTERS, LLC device, system or network or interfere with any third party's enjoyment of such third party's device, system or network, or any TRENDCRAFTERS, LLC device, system or network.
      3. The Consultant also agrees that it, its permitted subcontractors and the respective employees and agents of the Consultant and any subcontractor, including the Representative (a) will interact with TRENDCRAFTERS, LLC employees and third parties in a professional and respectful manner and shall not access any external websites through TRENDCRAFTERS, LLC which could compromise or cause embarrassment to TRENDCRAFTERS, LLC ; and (b) will not use TRENDCRAFTERS, LLC's or their own devices, systems or networks for any illegal or unauthorized purpose, including without limitation, any use which could disable, damage, overburden, or impair any TRENDCRAFTERS, LLC device, system or network or interfere with any third party’s enjoyment of such third party’s device, system or network, or any TRENDCRAFTERS, LLC device, system or network.

    1. During the term of Executive’s employment with TRENDCRAFTERS, LLC and for one (1) year thereafter, Consultant shall not directly or indirectly encourage any Company employee to terminate his/her employment with the Company unless Consultant does so in the course of performing his/her duties for the Company and such encouragement is in the Company’s best interests. For purposes of this Article VII, the term “Company” means its subsidiaries and other affiliates.

    1. The Consultant hereby undertakes to indemnify, defend and save harmless TRENDCRAFTERS, LLC and its directors, officers, employees, agents and other representatives from and against any and all losses, claims, demands, debts, actions, causes of actions, damages, penalties, interest, costs or expenses (including legal fees and disbursements) or liability of any kind whatsoever resulting from:
      1. The negligent or wilful acts or omissions of the Consultant, its subcontractors or the respective employees and/or agents of the Consultant and any subcontractor, including the Representative, arising in connection with this Agreement or the Schedules attached hereto;
      2. Any and all breaches by the Consultant, its subcontractors or the respective employees and/or agents of the Consultant and any subcontractor, including the Representative, of any representations, warranties, covenants, terms or conditions of this Agreement or the Schedules attached hereto;
      3. Any employee source deduction, employer contribution or other employer/employee obligation, including interest and penalties thereon, which TRENDCRAFTERS, LLC may be assessed or otherwise may incur under any federal, provincial or municipal law as a result of a federal, provincial or municipal governmental department or agency, authority or competent tribunal determining that the Representative is considered an employee of TRENDCRAFTERS, LLC ; and
      4. Any claim that the Services or Deliverables infringe the intellectual property rights of any person.

    1. Intellectual Property Rights ("IP Rights") means all intellectual and industrial property rights of TRENDCRAFTERS, LLC which include rights to inventions and patents for inventions, including reissues thereof and continuations in part, copyright, designs and industrial designs, trademarks, know-how, trade secrets and confidential information, and other proprietary rights.
    2. Subject to the provisions of Schedule “A”, the Consultant agrees:
      1. That TRENDCRAFTERS, LLC will be the exclusive owner of all IP Rights created or developed by the Consultant or the Representative, whether by it alone or jointly or with the contribution or assistance of others arising out of its engagement with TRENDCRAFTERS, LLC , including without limitation all IP Rights in the Deliverables;
      2. That it has no rights in any such IP Rights and hereby assigns to TRENDCRAFTERS, LLC all rights, title and interest that may accrue to the Consultant, or the Representative as a result of its engagement with TRENDCRAFTERS, LLC ;
      3. To waive all moral rights and droits de suite that it has now or may have in the future to the IP Rights; and
      4. That all Deliverables and other works created in full or in part by the Consultant or Representative may be maintained, changed, modified and/or adapted by TRENDCRAFTERS without the consent of either the Consultant or the Representative.
      5. Notwithstanding Subsection 7.2, the Consultant and TRENDCRAFTERS, LLC may agree in writing that certain identified and designated IP Rights will remain with the Consultant.
      6. TRENDCRAFTERS, LLC acknowledges that Consultant and Representative possess knowledge and expertise relating to the subject matter of the Services and Deliverables (“Consultant Know-How”), which may include intellectual property rights in certain preexisting tools and materials used by Consultant in performing the Services. Any rights in the Consultant Know-How are not transferred to TRENDCRAFTERS, LLC and shall remain the property of the Consultant. However, to the extent that any Consultant Know-How is included in the Deliverables, Consultant grants to TRENDCRAFTERS, LLC a perpetual non-exclusive right and license to use and reproduce the Consultant Know-How to the extent reasonably necessary to exercise TRENDCRAFTERS's, LLC rights in the Deliverables and shall be permitted to share the Deliverables outside of TRENDCRAFTERS, LLC at its sole discretion.

    1. Both TRENDCRAFTERS, LLC and the Consultant may disclose information to one another which they each desire that the other hold in confidence. As a result, the parties agree to execute and abide by the terms of the Confidentiality Agreement attached hereto as Schedule “B”. In the case of TRENDCRAFTERS, LLC , the Deliverables shall not constitute Confidential Information to which this Agreement applies.
    2. The Consultant acknowledges and agrees that TRENDCRAFTERS, LLC has informed the Consultant that TRENDCRAFTERS, LLC is the custodian of personal information, all of which TRENDCRAFTERS, LLC is required by law to protect. In light of that disclosure, the Consultant acknowledges and agrees to execute and abide by the terms of the Privacy Undertaking attached hereto as Schedule “C”.
    3. If the Consultant
      1. Does not comply or suspects that it has not complied with a confidentiality provision in this Agreement or any provision of Schedules “B” and /or “C”; or
      2. Becomes aware of or reasonably suspects any potential or actual unauthorized or unlawful collection, access, use, disclosure or disposition of Confidential Information, Personal Information or Customer Information (either of the events described in (a) or (b), the "Incident"), the Consultant must:
        1. immediately (no later than 24 hours) notify TRENDCRAFTERS, LLC's Compliance & Ethics Team by email at or any other email provided of the particulars of the Incident (including how and when the Incident occurred), such notification to continue as details become available;
        2. immediately preserve and protect all evidence that relates to the Incident; and
        3. in a timely manner take all steps, including retaining third parties, to: x. mitigate the impact of the Incident; y. prevent a subsequent occurrence of a similar Incident; and z. otherwise cooperate with TRENDCRAFTERS, LLC to resolve the Incident; and
        4. if directed by TRENDCRAFTERS, LLC , notify the parties who are affected by the Incident.

    1. With respect to any and all data and information received from TRENDCRAFTERS, LLC or created in relation to this Agreement, the Consultant shall ensure that all times:
      1. Such information is not transmitted, stored, held, or located outside the boundaries of the jurisdiction(s) identified in Schedule "A";
      2. No person outside the jurisdiction(s) identified in Schedule “A” (including any affiliate or subcontractor of the Consultant) has access to any such information or data; and
      3. Such information is processed and stored on hardware located in the jurisdiction(s) identified in Schedule “A” that is physically independent from any databases, hardware, networks or system

    1. The Consultant must keep proper accounts and records of the cost relating to the Services and Deliverables, including all invoices, receipts and vouchers.
    2. If this Agreement includes payment for time spent by the Consultant, its employees, representatives, agents or subcontractors providing the Services and Deliverables, the Consultant must keep a record of the actual time spent each day by each individual providing any part of the Services and Deliverables.
    3. Unless TRENDCRAFTERS, LLC has consented in writing to its disposal, the Consultant must retain all the information described in this Section for six (6) years after either the receipt by the Consultant of the final payment under this Agreement, or the settlement of all outstanding claims and disputes, whichever is later. During this time, the Consultant must make this information available for audit, inspection and examination by the representatives of TRENDCRAFTERS, LLC , who may make copies and take extracts. The Consultant must provide all reasonably required facilities for any audit and inspection and must furnish all the information that TRENDCRAFTERS, LLC or its representatives may require, from time to time, to perform a complete or partial audit of this Agreement

    1. The parties hereto expressly acknowledge and agree that the Consultant shall render the Services hereunder as the service type selected in "Schedule A" and if as an independent Consultant or Supplier that the Consultant’s employees and/or agents, including the Representative, are neither employees of TRENDCRAFTERS, LLC nor dependent contractors. As such, neither the Consultant nor any of its employees and/or agents, including the Representative, shall have any right to any TRENDCRAFTERS, LLC employee benefit, entitlement or advantage.
    2. Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the parties, or as authorizing either party to act as agent for the other or to enter into any contracts on behalf of the other party. As such, neither the Consultant nor the Representative is authorized to bind or commit TRENDCRAFTERS, LLC , either actually or apparently, in any manner whatsoever, without express prior written authority from TRENDCRAFTERS, LLC to do so.
    3. The Consultant and the Representative shall not make reference to TRENDCRAFTERS, LLC in any future promotional material, except by the Representative as a professional reference, without the prior written authorization of TRENDCRAFTERS, LLC . prior written authorization of TRENDCRAFTERS, LLC .

    1. All notices and communications hereunder shall be in writing and shall be either
      1. delivered electronically
      2. forwarded by registered mail or courier to the postal address indicated below or such other address as may hereafter be designated in writing in accordance herewith, or (c) transmitted by e-mail to the address indicated below:
    2. All notices delivered shall be deemed to have been received when delivered.

    1. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be effective to the extent of that prohibition or unenforceability without invalidating the remaining provision hereof or affecting the validity or enforceability of that provision in any other jurisdiction.

    1. This Agreement may be amended in whole or in part only by the written consent of the parties hereto
    2. Neither party may assign its rights under this Agreement without the prior written consent of the parties hereto attempt to do so shall be a breach of this Agreement and shall be void.

    1. This Agreement and the Schedules attached hereto constitute the entire agreement between the parties and supersede all previous negotiations, understandings and agreements, verbal or written with respect to any matters referred to in this Agreement except as specifically set out in this Agreement. The Schedules hereto form an integral part of this Agreement and are incorporated by reference herein

    1. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland and the applicable federal laws of America. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Provincial or Federal Courts located in the Prince George's County for the purpose of any action or proceeding brought by either of them in connection with this Agreement or any alleged breach thereof.

    1. The parties hereto have explicitly requested and hereby accept that this Agreement be drawn up in English.

    1. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one agreement. To evidence the fact that it has executed this Agreement, a party may send a copy of its executed counterpart to the other party by electronic transmission

    Note: Based on your selection, you may be required to complete and sign an additional Service Agreement, Employment Agreement, or Supplier Agreement that further outlines the terms and conditions and Performance Work Statement (PWS) for the expected deliverables.
    For Training/Services, Consultant will conduct for the agreed upon total sessions that will last [ENTER DATES BELOW] and [#HOURS]. Training sessions will be comprised of both activities and lectures that will touch upon the subjects as outlined in the curriculum: Prior to training, Consultant will also prepare and submit curriculum and lesson plans for review and approval.

    The fees and amounts set out herein are in United States (US) funds unless otherwise specified herein.
    Payment shall be in United States currency unless otherwise specified above.

    Consultant Details

    The parties acknowledge that they have read and understand this Agreement, and agree to be bound by its terms and conditions. The parties hereto have each executed this Agreement by their respective duly authorized officers